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Filing Details

Accession Number:: 0000899243-19-023147
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-09 17:36:58
Reporting Period:: 2019-09-05

Accepted Time:: 2019-09-09 17:36:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
68505	Motorola Solutions Inc.	MSI	Radio & Tv Broadcasting & Communications Equipment (3663)	361115800

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1597296	Greg Mondre	C/O Silver Lake, 55 Hudson Yards, 550 West 34Th Street, 40Th Floor New York NY 10001	Yes	No	No	No
1607376	Silver Lake (Offshore) Aiv Gp Iv, Ltd.	C/O Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1607377	Silver Lake Technology Associates Iv Cayman, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1651389	Slp Iv Mustang Gp, L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1651391	Slp Iv Mustang Gp Ii, L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1651392	Slp Iv Mustang Holdings, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1651394	Slp Iv Mustang Holdings Ii, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1651403	Egon Durban	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-09-05	7,459,300	$67.03	7,459,300	No	4	M	Indirect	Held through SLP IV Mustang Holdings, L.P.
Common Stock	Disposition	2019-09-05	2,857,050	$0.00	4,602,250	No	4	D	Indirect	Held through SLP IV Mustang Holdings, L.P.
Common Stock	Disposition	2019-09-09	4,550,821	$175.75	51,429	No	4	S	Indirect	Held through SLP IV Mustang Holdings, L.P.
Common Stock	Disposition	2019-09-09	51,429	$0.00	0	No	4	J	Indirect	Held through SLP IV Mustang Holdings, L.P.
Common Stock	Acquisiton	2019-09-05	1,491,860	$67.03	1,491,860	No	4	M	Indirect	Held through SLP IV Mustang Holdings II, L.P.
Common Stock	Disposition	2019-09-05	571,410	$0.00	920,450	No	4	D	Indirect	Held through SLP IV Mustang Holdings II, L.P.
Common Stock	Disposition	2019-09-09	920,450	$175.75	0	No	4	S	Indirect	Held through SLP IV Mustang Holdings II, L.P.
Common Stock	Disposition	2019-09-09	11,429	$0.00	0	No	5	G	Direct
Common Stock	Disposition	2019-09-09	11,429	$0.00	70	No	5	G	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	Held through SLP IV Mustang Holdings, L.P.
No	4	D	Indirect	Held through SLP IV Mustang Holdings, L.P.
No	4	S	Indirect	Held through SLP IV Mustang Holdings, L.P.
No	4	J	Indirect	Held through SLP IV Mustang Holdings, L.P.
No	4	M	Indirect	Held through SLP IV Mustang Holdings II, L.P.
No	4	D	Indirect	Held through SLP IV Mustang Holdings II, L.P.
No	4	S	Indirect	Held through SLP IV Mustang Holdings II, L.P.
No	5	G	Direct
No	5	G	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Price	Amount - 2	Price - 2
Common Stock	2.0% Convertible Senior Notes due 2020	Disposition	2019-09-05	$0.00	7,459,300	$67.03
Common Stock	2.0% Convertible Senior Notes due 2020	Disposition	2019-09-05	$0.00	1,491,860	$67.03
Common Stock	2.0% Convertible Senior Notes due 2020	Disposition	2019-09-05	$525,857,709.00	2,983,720	$67.03

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	M	Indirect
No	4	M	Indirect
No	4	D	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	27,516	Indirect	See footnote

Footnotes

This Form 4 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang I"), SLP IV Mustang Holdings II, L.P. ("Mustang II"), SLP IV Mustang GP, L.L.C. ("Mustang LLC I"), SLP IV Mustang GP II, L.L.C. ("Mustang LLC II"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, and SLTA, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. Mustang LLC I is the general partner of Mustang I. Mustang LLC II is the general partner of Mustang II. SLTA is the sole member of each of Mustang LLC I and Mustang LLC II. AIV GP is the general partner of SLTA. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as directors of AIV GP. Each of Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
On September 5, 2019, Mustang I and Mustang II delivered a conversion notice with respect to $500,000,000 and $100,000,000 principal amount of the Issuer's 2.0% Convertible Senior Notes due 2020 (the "2020 Convertible Notes"), respectively, and pursuant to the terms of the 2020 Notes Indenture (defined below), the Issuer is satisfying its obligations with respect to the conversion of the 2020 Convertible Notes (the "Conversion Obligation") in part in cash and in part in common stock of the Issuer ("Common Stock"), delivering $1,000 cash for each $1,000 principal amount in notes, and the remainder of the conversion obligation in Common Stock. In lieu of receiving the 2,857,050 and 571,410 shares of Common Stock underlying the 2020 Convertible Notes converted by each of Mustang I and Mustang II, respectively, Mustang I and Mustang II received $500,000,000 and $100,000,000 in cash, respectively, pursuant to the calculations set forth in the 2020 Notes Indenture.
Represents the approximate conversion price of the 2020 Convertible Notes, based on the conversion rates calculated pursuant to the Indenture, dated as of August 25, 2015 (the "2020 Notes Indenture"), by and between the Issuer and the Bank of New York Mellon Trust Company, N.A., as trustee.
Mustang I and Mustang II sold 4,550,821 and 920,450 shares of Common Stock, respectively, in an underwritten resale. The proceeds per share, before expenses, to the selling stockholders was $175.75.
Represents distributions by Mustang I and certain of its affiliates of shares of Common Stock to certain direct and indirect partners of Mustang I for the sole purpose of charitable giving.
Represents charitable donations of shares of Common Stock immediately following the receipt by each of Mr. Durban and Mr. Mondre of such shares in connection with the distributions of Issuer securities reported above. The receipt of such shares of Common Stock by Messrs. Durban and Mondre was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Pursuant to the terms of an investment agreement, dated as of August 4, 2015, the 2020 Convertible Notes became convertible by Mustang I and Mustang II on August 4, 2017, subject to certain exceptions.
The 2020 Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms.
This number represents the number of shares of Common Stock issuable upon conversion of the 2020 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the 2020 Notes Indenture.
On September 5, 2019, Mustang II and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $200,000,000 principal amount of 2020 Convertible Notes from Mustang II for cash consideration of $525,857,709. The number of shares of common stock of the Issuer ("Common Stock") underlying the $200,000,000 principal amount of 2020 Convertible Notes sold to the Issuer was approximately 2,983,720, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes, as calculated pursuant to the terms of the 2020 Notes Indenture.
Represents shares of Common Stock owned directly by Mr. Durban following the immediate donation of shares of Common Stock as described above in footnote (6).
Represents shares of Common Stock owned directly by Mr. Mondre following the immediate donation of shares of Common Stock as described above in footnote (6).
Represents deferred stock units (including deferred stock units received pursuant to dividend equivalent rights, credited when and as dividends are paid on the Issuer's common stock) awarded as director compensation and held by Mr. Durban and Mr. Mondre for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Pursuant to arrangements with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Messrs. Durban and Mondre, through their respective roles at Silver Lake and its affiliates, may be deemed to have an indirect interest in such securities.